Share awards

Serco Group plc (the Company) advises that, on 27 June 2014, the Executive Directors named below were granted the following number of options to acquire ordinary shares of 2p each in the Company through participation in the Serco Group plc Performance Share Plan (the PSP):

Rupert Soames

466,776

Ed Casey

342,835

The grant is to acquire at nominal cost for Rupert Soames and at nil cost for Ed Casey.

The number of shares which will vest under the PSP is conditional upon the satisfaction of three independent equally-weighted performance measures as follows:

Performance Measure

Weighting of Measure

Performance Target

Vesting Period

Absolute Share Price

1/3rd

450p (threshold) to 600p (maximum), measured over the 30 days following announcement of the Company's 2017 results

4 years

Relative TSR

1/3rd

Median (threshold) to upper quartile (maximum) when ranked against companies in the FTSE 51 to 130 (excluding investment trusts). Measured over the 30 days following announcement of the Company's 2016 results

3 years

EPS

1/6th

22p (threshold) to 26p (maximum) for the Company's 2016 results.

3 years

1/6th

30p (threshold) to 35p (maximum) for the Company's 2018 results

5 years

The definition of EPS is Adjusted EPS as defined in the Company's reporting of its financial results.

Each element of the PSP award will be subject to a post-vesting holding requirement that takes the total term of the award (i.e. vesting period plus holding period) to a minimum of 5 years. Pre-vesting malus and post-vesting clawback will also apply to these awards.

The individuals named below, each a Person Discharging Managerial Responsibility (PDMR), were granted the following number of options to acquire ordinary shares of 2p each in the Company:

Dan Allen

54,379

Guy Leach

39,559

Geoff Lloyd

39,003

Andrew White

33,552

The grants are to acquire at nominal cost with the exception of Dan Allen which is at nil cost.

The number of shares that will vest for each of the four above-named PDMRs is not conditional on performance measures and is subject only to continued employment on the vesting date of 27 June 2017.

On the same day the Company also made the following awards to Rupert Soames to compensate him for performance-based and non-performance based awards he forfeited on his departure from Aggreko plc.

First, Rupert was granted 311,686 options to acquire at nominal cost ordinary shares of 2p each in the Company through a one-time performance share plan that will vest conditional upon the satisfaction of performance measures as follows:

Second, to compensate for non-performance related awards foregone on leaving Aggreko plc, Rupert was granted 87,889 options to acquire at nominal cost ordinary shares of 2p each in the Company that are not conditional on performance measures and are subject only to continued employment on the vesting dates as follows:

Number of shares

Vesting date

16,125

16 April 2015

23,994

6 August 2016

47,770

1 April 2017

This notice is given in fulfilment of obligations under DTR3.1.2R and DTR3.1.4R(1)(a).